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State Street Bank and Trust Company (“State Street” Or “Respondent”)

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State Street Bank and Trust Company (“State Street” Or “Respondent”) UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 76905 / January 14, 2016 ADMINISTRATIVE PROCEEDING File No. 3-17055 In the Matter of ORDER INSTITUTING CEASE-AND- DESIST PROCEEDINGS PURSUANT TO STATE STREET BANK SECTION 21C OF THE SECURITIES AND TRUST COMPANY, EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING A CEASE- Respondent. AND-DESIST ORDER I. The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 (“Exchange Act”), against State Street Bank and Trust Company (“State Street” or “Respondent”). II. In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease- and-Desist Proceedings Pursuant to Section 21C of the Exchange Act , Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. III. On the basis of this Order and Respondent’s Offer, the Commission finds1 that: Summary In early 2010, Vincent J. DeBaggis (“DeBaggis”), a former employee of State Street Bank and Trust Company (“State Street”) who was then a Senior Vice President and head of Public Funds at State Street, entered into an agreement with Amer Ahmad (“Ahmad”), then the Deputy Treasurer of the State of Ohio, to make illicit cash payments and political campaign contributions in exchange for several lucrative subcustodian contracts awarded by the Office of the Treasurer of the State of Ohio (“TOS”). Specifically, from February 2010 through April 2011, DeBaggis caused State Street to pay $160,000 to Mohamed Noure Alo (“Alo”) in purported lobbying fees, a substantial portion of which actually operated as kickbacks to Ahmad. In addition, DeBaggis, aided by Robert B. Crowe (“Crowe”), a State Street lobbyist, arranged for at least $60,000 in political contributions to the Treasurer’s election campaign. DeBaggis undertook these actions in violation of State Street policies and procedures, and without informing others in State Street management of these actions. In return for these payments and contributions, Ahmad awarded State Street the subcustodian contracts for three Ohio pension funds, which resulted in millions of dollars in revenues for State Street. Respondent 1. State Street Bank and Trust Company (“State Street”) is a Massachusetts trust company and a subsidiary of State Street Corporation, a Massachusetts financial holding company with shares registered with the Commission under Section 12(g) of the Securities Act of 1933. State Street is the principal banking subsidiary of State Street Corporation, providing asset servicing to the firm’s institutional clients, including custody, accounting, fund administration, and recordkeeping. Both State Street and State Street Corporation have a principal place of business in Boston, Massachusetts. Pay-to-Play Arrangement with Alo 2. The State Teachers Retirement System of Ohio (“STRS”), the Ohio Public Employees Retirement System (“OPERS”), the Ohio Police & Fire Pension Fund (“OP&F”), and the School Employees Retirement System of Ohio (“SERS”) are public pension funds that hold retirement assets for the benefit of their members. These funds seek to provide their members with financial security in retirement through the prudent management and investment of securities. Each of the pension funds is run by a professional staff and overseen by a board of trustees, and is legally separate from and fiscally independent of state and local governments. 1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other person or entity in this or any other proceeding. 3. Under Ohio State law, the Treasurer is the statutory custodian of the pension funds’ assets and has sole authority to select the service providers that perform custody services for those assets. Ohio law requires that the Treasurer enter into contracts only with banks located in Ohio. Because most Ohio banks do not have the capability to provide custody services for international assets, the Treasurer can require that the Ohio custodian bank subcontract with another bank, chosen by the Treasurer, to serve as global subcustodian. The global subcustodian then enters into a subcustody agreement directly with the custodian bank. Although the pension funds are not parties to the contract, they are named as the beneficial owners of the assets and cash under custody. 4. In January 2010, under the direction of Ahmad, TOS issued a public Request for Information (“RFI”) to solicit bids for a two-year global subcustodian contract for each of the four pension funds. The role of the custody service providers was integral to facilitating or effecting transactions in securities on behalf of the pension funds and to maintaining the integrity of the funds’ investment accounts. The custody services covered by the RFI included, among other things: receiving and delivering cash and securities for the pension funds, safekeeping the funds’ assets, securities transaction settlement, income collection, recordkeeping, and other functions that served to effect or facilitate the funds’ securities transactions. The subcustodian also had responsibility for investing the funds’ daily cash balances into short-term investment funds. In addition, the pension funds could separately contract directly with the subcustodian for ancillary services, such as securities lending and performance analytics. Bids were due February 2, 2010. On January 28, 2010, State Street submitted its bid. 5. TOS reviewed the bids using a two-stage procedure set forth in the RFI. First, a committee of TOS employees scored bidders on their ability to satisfy the pension funds’ subcustody service needs. Second, TOS compared the fee proposals of each bidder. The RFI process was used to assess the merits of the bids, but TOS was not bound by the results of the assessment and was not required to select the lowest bidder or the bidder that received the highest qualitative score. Rather, TOS had wide discretion in choosing the subcustodian. 6. Shortly before State Street submitted its bid for the Ohio pension fund, a State Street vice president of institutional sales and marketing met Alo at a fundraiser for the incumbent Ohio State Treasurer. Alo presented himself as an attorney and a friend of the Treasurer, and later introduced the State Street vice president to the Ohio Treasurer and Ahmad. A few days after the fundraiser, Alo called the State Street vice president and proposed that he (Alo) could be engaged as a lobbyist for State Street. The State Street vice president referred the matter to DeBaggis, who was then the head of State Street’s Public Funds group. From that point on, DeBaggis was Alo’s primary State Street contact. 7. In early February 2010, Alo flew to Boston for a meeting with DeBaggis. Alo was an immigration attorney with no experience in lobbying. He assured DeBaggis, however, that through his relationship with Ahmad he could influence the award of the Ohio subcustody contracts. On or around February 10, 2010, DeBaggis, on behalf of State Street, entered into a purported lobbying agreement with Alo. The agreement provided that State Street would pay Alo a monthly fee of $8,000. In addition, DeBaggis agreed to an escalation clause that provided for an increased salary of $10,000 per month if State Street won the business of at least two of the Ohio pension funds. 8. The lobbying agreement was merely a pretext devised by Ahmad to funnel money to Alo and Ahmad in exchange for the award of the Ohio pension funds contracts. During the negotiation of the agreement, DeBaggis understood that Alo was acting at Ahmad’s instructions and would be sharing his lobbying fees with Ahmad. As DeBaggis knew, Alo did not perform any lobbying services for State Street. 9. On February 23, 2010, Alo received his first payment from State Street in the amount of $16,000, which represented an advance payment for the first two months of his engagement. After State Street was awarded three of the Ohio pension fund contracts on March 29, 2010, Alo began receiving $10,000 per month pursuant to the terms of the escalation clause in his contract. Between 2010 and April 2011, State Street paid Alo approximately $160,000 in lobbying fees. 10. DeBaggis’s actions contravened State Street‘s Standard of Conduct, which provided that State Street employees could not directly or indirectly make payments to, or promise to make payments to, government officials or others in order to obtain or retain business. DeBaggis did not inform others in State Street management about Alo sharing his fees with Ahmad. Political Contributions 11. As part of his efforts to secure the subcustodian contracts, DeBaggis also directed campaign contributions to the incumbent Treasurer through Crowe, a State Street lobbyist. 12. Shortly after he was retained as a lobbyist for State Street, Alo informed the State Street vice president that State Street could improve its chances of winning the Ohio contracts if it made campaign contributions to the incumbent Treasurer. The State Street vice president rejected the idea because he believed it was improper, but conveyed the substance of the conversation to DeBaggis. DeBaggis asked State Street’s Compliance Department about the permissibility of making personal political contributions to the incumbent Treasurer’s campaign. 13. While awaiting a response from the Compliance Department, DeBaggis suggested to Alo that, in lieu of direct contributions, DeBaggis could offer Crowe’s services to assist in the Treasurer’s fundraising campaign.
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